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It is centered on two 12-year-old girls from very different backgrounds, Hannah and Grace, who are best friends. Hannah is from a middle class Jewish family and lives with her parents, her grandmother, and her uncle. Her parents are the owners of a furniture factory in the fictitious town of Ashmore, North Carolina, where they have recently moved to from Chicago. Grace is from a wealthy Catholic family and lives with her mother, a socialite. Typically, they are depicted as more intelligent, thoughtful, funny, and rebellious than other children of their age. Set in 1965, the show was compared by some to another look-back-through-the-years show, The Wonder Years. Fred Savage, the star of that hit ABC series, even appeared in the series' final episode.

The two main actresses, Shawkat and Whitman, went on to co-star on Fox's Arrested Development. Shawkat was in the main cast and Whitman was a recurring guest star in season two and the beginning of season three (2004–2005). Shawkat played Maeby Funke on the show, while Whitman played Ann Veal, the girlfriend of Maeby's cousin George Michael Bluth (Michael Cera). Shawkat, Manoff and Mantell would later have roles in the film Bart Got a Room.

The series was created by Brenda Lilly and Hollis Rich and was recipient of many awards including The Parents Television Council, the Humanitas Award, and a Jewish Image Award. Shawkat and Whitman were both nominated for the Young Artist Award for the Best Performance in a TV Comedy Series - Leading Young Actress in 2002.